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EXHIBIT 4.1
AMENDMENT TO THE
1998 INCENTIVE PLAN
The 1998 Incentive Plan of PetroQuest Energy, Inc. is hereby amended as
follows, effective May 23, 2000:
1. The first paragraph of Section 1.4 is amended to read as follows in
its entirety:
Subject to adjustment under Section 3.5, there shall be available
for Incentive Awards under this Plan granted wholly or partly in Common
Stock (including rights or Options that may be exercised for or settled
in Common Stock) an aggregate of 2,400,000 Shares of Common Stock, of
which an aggregate of not more than 500,000 Shares shall be available
for Incentive Awards granted to Outside Directors and the remainder
shall be available for Incentive Awards to Employees and Consultants.
No more than 2,400,000 Shares of Common Stock shall be available for
Incentive Stock Options. The number of Shares of Common Stock that are
the subject of Incentive Awards under this Plan, that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common
Stock or in a manner such that all or some of the Shares covered by an
Incentive Award are not issued to a Grantee or are exchanged for
Incentive Awards that do not involve Common Stock, shall again
immediately become available for Incentive Awards hereunder. The
Committee may from time to time adopt and observe such procedures
concerning the counting of Shares against the Plan maximum as it may
deem appropriate. The Board and the appropriate officers of the Company
shall from time to time take whatever actions are necessary to file any
required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that Shares are available for
issuance pursuant to Incentive Awards.
